The Phantom of the Sodor and Mainland Railway
by ThomasAngryBirds
Summary: Inspired by Phantom of the Opera. The original number 1 of the Sodor and Mainland Railway, Clive, is back after 100 years, and he wants his revenge on a Stirling Single for ruining his plans. Emily, fearing the Island of Sodor is under threat, wants to stop this madness in any way possible. Will she save the North Western Railway from closing, or will Sodor be doomed for eternity?
1. Chapter 1: The Sodor & Mainland Railway

**This is something I planned for a long time now, a Railway Series Evolution Novel. This one is about the Sodor and Mainland Railway, and a few of its engines. I should state that the story place in 2010, and this chapter is a set up to the present-day events. Keep an open mind the story is rated T for some scary bits and a bit of language in there.  
**

******So read on to enjoy...**

* * *

**The Railway Series Evolution Novels - No. 1**

**The Phantom of the Sodor and Mainland Railway**

**Written by ThomasAngryBirds**

**Inspired from "Phantom of the Opera" by Gaston Leroux**

* * *

**PREFACE  
**

_Dear Friends,_

_About a hundred years ago, Mr. David Stafford, controller of the Sodor and Mainland Railway, had to determine the fate of the original three engines, Clive, Neil, and Matthew, all of whom where box tank locomotives from Glasgow._

_Until now, the history of the Sodor and Mainland's locomotives have been overlooked entirely and rarely gotten attention in the original Railway Series books._

_That is where I came in._

_You may recall that I had wrote about Emily's accident in 1915, and how she and the Kirk Ronan branchline were brought back into service, and she's been happy on that branchline since._

_However, she told me about the disappearance of the S&M's original #1, Clive, back in 1910, and how he resurfaced a full century later, unable to accept the fact that he was going to be scrapped, and had never been seen since then._

_I also spoke with several engines, including Skarloey, Rheneas, James, and even Neil himself, about their involvement in the unexpected return of Clive, and how he nearly destroyed the North Western Railway._

_However, I don't really believe the events actually happened, and I'm fairly sure the engines must have been dreaming things..._

_-The Author_

* * *

**CHAPTER 1: THE SODOR AND MAINLAND RAILWAY  
**

Our story begins at the turn of the century. The railways of Great Britain were developing more modern steam locomotives based on speed and strength, and as such, although older locomotive designs were becoming outdated, many of them were still kept in service for their reliability to their railways.

Among the railways was on the Island of Sodor, located between the Isle of Man and Great Britain, within the Irish Sea. The first railway on Sodor was the Sodor and Mainland Railway, originally built in 1853.

Here is some early history on the Sodor and Mainland Railway, as well as a few other railways before 1900. The first three engines of the Sodor and Mainland were all 0-4-0 box tanks, painted in S&M green. They were #1 Clive, #2 Neil, and #3 Matthew. During the mid-1860's, around the time of the American Civil War, a narrow-gauge railway was built starting at Crovan's Gate, into the hills of Sodor. By 1866, it was run by two engines of Fletcher, Jennings and Co., Skarloey #1 and Rheneas #2.

Then the 1870's came along. Another standard gauge railway was built running from Brendam to Crosby on the southwest region of Sodor, and ironically was dubbed the Wellsworth and Suddery Railway, run by two London and South Western Railway 0298 Class 2-4-0 well tank engines, named Joseph and Maxwell. On the Sodor and Mainland Railway, the manager, Mr. Stephen Holmes, bought a Great Northern Railway Stirling Single 4-2-2 named Emily, after his daughter, and who became the Sodor and Mainland's #4.

During the 1880's, the Sodor and Mainland purchased a South Eastern Railway O Class 0-6-0 named Elliot, who became #5, only to get into an accident and scrapped by 1890. A horse-operated railway on the west-mot region of Sodor was built, the Knapford and Elsbridge Light Railway.

Come the 1890's, when the Sodor and Mainland bought a tank engine from the London, Brighton and South Coast Railway, an A1 terrier number 63 Preston, after Preston Village in Brighton. Preston worked as though he was the #5 of the S&M, but never officially became #5 after Elliot was scrapped following an accident at Rolf's Castle. Before the century came to an end, high up in the mountains of Sodor, the Culdee Fell Railway was built.

* * *

Now it was the year 1901. The current manager, David Stafford, and bought two tender engines to help with the heavy workloads. One was a London and South Western Railway T9, who unlike the others, painted in red with black lining, and given the #6. The other was a North Eastern Railway M1, painted in North Eastern green and #1621, named Heather.

About this time, the railway board had made a proposal to have Clive, Neil, and Matthew scrapped. Mr. Stafford was against the idea, as they had given the railway good service for many years, and persuaded them to keep them in service as long as possible.

"I am glad we've been spared from a harsh fate," said Neil a few days after the meeting.

"It won't be long now," Matthew sighed unhappily, "face it, Neil; the two of us - along with Clive - can't handle the workloads that Emily and Preston could these days. We'll be destined to the scrapheap, mark my words!"

"Don't think like that!" exclaimed Emily in shock, "I am sure we will all have a future. Some of us could be sold to a museum if the line does go bankrupt, right Neil?"

"Of course, Emily," agreed Neil, "we'll have to wait and see what will become of us, Matthew."

But Matthew was still certain that he and his two brothers would be sold off for scrap. Clive, the line's original passenger engine, had overheard their conversation. He was the oldest and wisest of the box tanks, but the thought of scrap was etched in his mind.

"I can't be scrapped, surely," he muttered to himself, "I want to make it to preservation, one way or another..."

* * *

Several years later, in the spring of 1909, Mr. Stafford had some bad news.

"We're having an economic crisis right now," he told his engines, "and I'm afraid we might have to lose an engine as a result."

The engines were worried. Matthew was first to have been given an overhaul, then followed by Neil. Clive was annoyed and hoped he would have an overhaul, but it wasn't going to be the case.

"I have to live," Clive said to himself, "if another engine is out of service, they won't have any choice but to keep me around! Yes, that will work!"

On this day of 4 April, 1909, it was meant to be Clive's last Sunday School excursion train from Kirk Ronan to Ballahoo, before being withdrawn, due to be broken up in early May.

Clive knew that Matthew would be following behind with a goods to Crovan's Gate, and that the line between Kellsthrope Road and Crovan's Gate was on a hill, so he used both factors of the day's schedule to his advantage.

On the hill, Clive began to slow down. He had eight coaches, all full of passengers. If his driver and fireman uncoupled some coaches from him, then Matthew would have to be repaired, and Clive would still be around.

But as Clive neared the top, his plan, he felt, had unexpectedly backfired. The chain between the coaches and Clive snapped, sending eight full coaches barreling down the hill!

"Help! Help!" the passengers and coaches cried.

Not far behind, Matthew was puffing with his goods train, and he saw the signal was green.

"That's nice, we don't need to stop," said Matthew.

"I think we do!" cried his driver, and applied the brakes. Matthew looked ahead in horror as he saw the coaches coming towards him! He closed his eyes and braced for impact...

* * *

These are the facts; eighty people died in the wreck, and that included Matthew's driver and fireman. Matthew himself had been badly wrecked, as were three of Clive's coaches. Mr. Stafford knew that with Matthew in such a state, he had no choice but to scrap Matthew, leaving the Sodor and Mainland without a #3. This meant Clive would still be in service.

"You couldn't have helped the accident," Mr. Stafford said to Clive, "I am sure Matthew would have done the same for you."

Clive silently agreed, and he worked in silence, and rarely spoke to the engines for a long time.

But come the afternoon of 30 October, 1910, came terrible news.

* * *

"Our finances had hit rock bottom," said Mr. Stafford gravely, "and this means the railway might have to close down. We will have to do our best to try and cope with the closure."

The engines were in shock.

"What does it mean for me and Clive?" Neil asked with worry.

"I don't know, Neil," sighed Mr. Stafford, "I really don't know." He walked solemnly away. Emily saw that Clive was shaking with fury.

"What seems to be the problem?" Emily asked.

"If the railway closes," Clive said to no one in particular, "then it means I'll be scrapped as well!"

The engines were surprised that he spoke up.

"Clive, what's going on?" Preston asked.

"After everything I been through," Clive said, getting angrier with each moment, "and they're turning their backs on me and leaving me to rust for eternity! _Those damned railway workers are evil-minded on destroying what they have built for good uses!_"

"You've gone mad!" exclaimed Heather.

"_They can't scrap me!_" Clive nearly shrieked, "**_I AM NUMBER ONE OF THE SODOR AND MAINLAND RAILWAY!_**"

"Look at what you've become!" cried Neil, "Why? Since Matthew's accident, is that why you've become hell-bent on your survival?"

"No one can prove a thing!" yelled Clive, his eyes bulging with rage, "He was a common goods engine!"

"He proved really useful and now you're denying it?" Emily said. Right now, she was angry at Clive. "When I came, I saw you as a friend, and now you've become a monster getting others destroyed so you can survive!"

"I have to tell someone as fast as I can!" cried Neil, puffing away as fast as he possibly could.

"No you won't!" said Clive, "No one will get rid of me! I am Clive! I am the number one!"

Before Clive could pump his pistons, Emily blew steam at him to distract Clive, and she puffed away after Neil as fast as she could.

"I have to help Neil!" called Emily.

"It's dangerous!" said Heather.

"I know, but helping others is worth the risk - trust me! Would you have done the same thing?"

Heather and Preston knew Emily was right. But Johnson said nothing, as he was sulking in the shed, trying to sleep.

When the steam cleared, Clive saw that Emily was ahead.

"Blast!" he said, "No matter!" Clive scowled, puffing off, "I'll get her too!"

* * *

On the mainline, Neil was racing to Kellsthrope Road, hoping to outrun an enraged Clive. Being of the same class, Neil and Clive were very much equal in speed.

"I need more speed, driver!" Neil called.

"You're at maximum speed," said the driver, "we can't outrun Clive!"

"We have to make it to Ballahoo if we can," said the fireman, "it's a good thing we had refueled for water at Kirk Ronan beforehand."

Then they heard a Great Northern whistle from behind.

"It's Emily!" gasped Neil, "what are you doing on the mainline?"

"I have to help you," said Emily, "friends stick together!"

Emily was going a bit faster than Neil, and having a tender and bigger water tank was a huge advantage. She gently buffered up to Neil, and the two engines puffed fast as they could away from Clive.

But when they reached Crovan's Gate, Neil asked Emily to stop. The reason was very clear.

"Neil's run out of water," said his driver, "we've dropped his fire so he won't boil dry!"

"Then I'll have to puff on for both of us!" said Emily bravely.

"It's risky," said Neil, "but we can't let Clive hurt either of us!"

"What's happening?" Skarloey called from the shed. He and Rheneas were very surprised to see Emily and Neil there.

"Clive's gone mad," said Emily, "and he's set out to destroy me and Neil."

"Sweet mother of Stirling!" exclaimed Rheneas, "That would be terrible!"

"And most unthinkable of Clive," agreed Skarloey, "I hope he doesn't hurt us as well."

"Same here," said Neil.

Emily was coupled to Neil, and she pushed him all the way to Ballahoo.

"Good luck!" Rheneas called. Suddenly, Clive puffed into the station, just in time to see Emily and Neil leave.

"Your tanks are low!" cried the driver, "We have to stop!"

"Bugger!" grumbled Clive, as he was put onto a siding near the water tower. Emily's driver could see that Clive was refilling with water, and sped his engine up.

"Clive is being refilled, so we'll go as fast as possible to Ballahoo," he said.

"He won't be chasing us for a while," Emily sighed, "but it won't take an hour, I know for sure."

* * *

They made it to Ballahoo without incident. There was a gunpowder wagon beyond the station in a siding. Emily and Neil were backing onto the line leading to Norramby, when they heard a whistle.

"It's Clive!" cried Emily, and her driver backed the two engines onto the Norramby line just in time.

"I have you now!" Clive chuckled evilly, but there was trouble. His brakes were faulty, and he couldn't stop in time! His driver and fireman jumped clear, leading poor Clive to run into the gunpowder wagon.

Gunpowder spilled everywhere, and sparks from Clive's funnel led to an explosion!

Some of the station structure was damaged by the explosion, and several people killed. Clive had been destroyed beyond repair, but Neil and Emily were safe from harm.

* * *

Mr. Stafford was happy to see that Emily and Neil were all right, if not shaken.

"Clive is beyond repair," he said mournfully, "and his accident means he will be scrapped."

"No wonder, considering he tried to destroy us," said Emily.

"Sir," said Neil, "I think he may have more involvement with Matthew's death."

"Hmm," said Mr. Stafford, "I'll have to investigate it more. Ballahoo will have to be repaired, and Neil, I have decided to set you aside for preservation. When a railway museum is built, you'll be a fine exhibit there."

"Oh, thank you, sir," Neil said smiling. It was a sad smile; he was happy to be preserved, but sad that the same wasn't said for Matthew and Clive.

* * *

And so, Neil was put into a storage shed at Kirk Ronan for preservation, while Emily, Preston, Heather and Johnson were left running the Sodor and Mainland Railway until it's amalgamation with the Tidmouth, Wellsworth and Suddery Railway in 1914.

But one foggy evening, fifteen years after the explosion, a ghostly box tank emerged from the fog, whistling as it passed through Ballahoo station.

"_I will get you... Emily and Neil,_" the ghost said, "_and I'll get those little engines too! You will pay for what you did..._"

* * *

**Matthew's accident is based upon the Armagh rail disaster that happened on June 12, 1889 near Armagh, Ireland, when a crowded Sunday school excursion train had to negotiate a steep incline; the steam locomotive was unable to complete the climb and the train stalled. The train crew decided to divide the train and take forward the front portion, leaving the rear portion on the running line. The rear portion was inadequately braked and ran back down the gradient, colliding with a following train. Eighty people were killed and 260 injured. It was, and still is to this day, Ireland's worst railway disaster ever. Clive's explosion at Ballahoo is purely fictional.**

**Sorry if you got freaked out during this chapter, especially when Clive goes mad. I was going to release it during October for Halloween, but I decided to release it now. I might need some ideas for further chapters, as I already got plans for chapters based on accidents like these:**

**The Saint-Michel-de-Maurienne derailment in 1917, and the Summit Tunnel fire in 1984.**

**This story may or may not be canon to the actual series I'm writing, depending on the circumstances. I know, the accidents in this chapter are fatal, but let's be honest; life is not all harmony, right?  
**


	2. Chapter 2: Minds in Disturbia

**Severe apologizes for the lack of updates here. Up until then, I didn't have any ideas for the next chapter for Phantom. Well, hopefully this was worth the wait. I want to thank DJ Scales for helping me write out a portion of this chapter, try and guess what it is. Like I said, this story is more serious in tones, and you might not expect Thomas in this story at any one point. Not every story needs to star Thomas, right? Right.  
**

* * *

**CHAPTER 2: MINDS IN DISTURBIA**

NORTH WESTERN RAILWAY, 2010

It was a crisp September evening at Norramby. Emily was telling Molly, Derek, Harvey, Charlie and James about Clive's accident nearly a hundred years ago. James was working on the branchline to fill in for David, who was undergoing an overhaul at the Steamworks at Crovan's Gate. David would soon be back at work within a few days, meaning James could return to work on the mainline."

"...and they say that every year, on the anniversary of the accident," said Emily, "that Clive's ghost rolls through Ballahoo station, and if you hear his whistle, he could be trying to find me, Neil, Skarloey or Rheneas, and complete his task and revenge."

The other engines were quite spooked at the story. Charlie's eyes were wide in shock, Molly shook with fear, but James just laughed.

"Oh, come on, Emily," he said, "you must have been dreaming things!"

"They're no dreams," said Emily firmly, "I know this because I was a witness of Clive's accident along with Neil. I heard of his ghost shortly after my overhaul was finished."

"Pah," said James, "no such thing as ghosts."

"Th-there might be," said Molly nervously, "I wouldn't want to run into Clive's ghost."

"Neither do I," said Charlie. Derek and Harvey agreed, but James wasn't convinced.

"It's only a Sudrian railway myth," he said, and went to sleep. The other engines did the same, and Emily puffed home to Kirk Ronan.

* * *

Emily liked running at night. She couldn't put her buffer on it, but she thought Sodor looked beautiful at night. Emily blew her whistle at a young couple by a tree who waved at her.

As Emily neared Kellsthrope Road, she felt the wind blowing and a whistle sounding.

"Stop, driver!" she cried, and the driver brought Emily to stop just outside the points leading to Kirk Ronan.

"What is it, old girl?" asked her driver.

"Did you feel the wind?" Emily asked.

"I didn't feel a thing," said the driver.

"Nor did I," said the fireman.

"Who was it whistling at us?" asked Emily, feeling spooked herself.

"It could be Gordon with the evening express," said her driver.

"But he's not due for another fifteen minutes according to the schedule," said the fireman.

"Oh well," said Emily, "we should continue on home then." And so they did. Emily rolled over the steel bridge before Rolf's Castle, and she arrived home at Kirk Ronan.

Emily puffed onto the turntable, which had been there since she arrived on the Sodor and Mainland Railway in 1871, and then she backed into the sheds. Her crew put out her fire, cleaned the ashes from it, and they bidded Emily good night, who fell asleep.

But Emily's sleep was not going to be a peaceful one...

* * *

_Emily was puffing down the line to Crovan's Gate. Today was peaceful, and Emily felt it couldn't be anymore perfect._

_"It is a lovely day today," she said to her coaches Martha and Jennifer, "I don't know what could possibly go wrong."_

_But as she neared Crovan's Gate, things were about to go wrong. The sky went from blue to a deep shade of red. The clouds went a dark gray, and the birds dropped to the ground like flies, and dark crows took their place._

_"This is not right," groaned Emily, as the sky transitioned to a nasty shade of green, then back to red._

_Emily came to a stop before Crovan's Gate, and she couldn't believe what she was seeing._

_At the station, dead people were lying everywhere. Some looked like they had been run over, and others were decaying corpses. The station had collapsed, and so were the engine sheds of the Skarloey Railway. Skarloey and Rheneas were outside the sheds in dismay._

_"What's happened here?" gasped Emily._

_"The rest of our friends were in the sheds," said Skarloey grimly._

_"They were damaged badly when the sheds fell on them," added Rheneas._

_"Who could do such a thing?" cried Emily._

_"You should ask me," said a voice. Emily looked on in shock. Standing before the three engines was a green box tank with four black wheels, with S&M and the number one on his sides in yellow._

_"Clive?!" the three engines gasped in unison._

_"That is right," Clive smirked, "I've destroyed your little friends with my dark magic, Skarloey and Rheneas, and I made the sheds collapse on top of them all!"_

_"How can an engine get dark magic?" Rheneas wondered._

_"When I died in that blast," said Clive, "I've been given powers so I could finish my revenge!"_

_Behind Clive, Emily could make out the shape of a destroyed box tank. She could just tell it had a number two instead of a one. Emily knew who it was._

_"You've wrecked Neil as well?!" Emily gasped in horror, "You... you... fiend!"_

_"E... Em... Emily..." Neil groaned weakly, "you have to find the m... mythical engine Panloco."_

_"Where is this Panloco?" asked Emily, "How do I find her?"_

_"She's at..." Neil coughed before continuing. "She's at an abandoned siding near... K..."_

_"Near K-what? Tell me!"_

_"Kirk..." But before Neil could finish, there was a blast of energy that struck Neil's smokebox._

_"NOOO!" cried Emily._

_"NEIL!" cried Skarloey. Clive gave an evil laugh._

_"Now that he is dead," Clive smirked, "I will do the same to you, Emily! I will destroy all your friends and put Sodor into darkness forever and ever!"_

_"You wouldn't!" gasped Emily._

_"It's time to say good night, Emily the Stirling Single!"_

_"NO! **NO!**"_

* * *

"_NOOOOO! DON'T DO ANYTHING TO ME!_"

Emily shut her eyes tightly, waking up Arthur, who was also in the sheds, in the process.

"Emily! Wake up!" cried Arthur.

"Don't hurt me, please!" wailed Emily.

"I'm here, Emily, it's okay," Arthur said hastily.

Emily took several breaths to calm down, and noticed Arthur's worried look.

"You were screaming about someone about to attack you," said Arthur, "what were you worrying about?"

Emily looked at her buffers, and told Arthur everything in her dream. Arthur was in absolute shock. He never heard anything about an engine planning on destroying a railway single-handedly, even if it was a spirit.

"I'm sure it's only a dream," he said kindly, "just don't let a nightmare get the better of you, and you'll be fine?"

"But what if it is real?" Emily said worryingly.

"I don't know," said Arthur, "we better get back to sleep. We've a busy day tomorrow."

"You're right," said Emily, but while Arthur closed his eyes, Emily didn't. She stayed up all night to avoid having another bad dream.

* * *

The next morning, Emily was tired when she set out for work. Her eyes could barely stay open, and she puffed a little slower than usual.

"I don't know what's with Emily today," said her driver.

"She could be a little sick," said the fireman, "why don't we tell the Fat Controller about this when we get to Crovan's Gate?"

They presently arrived at Crovan's Gate, about a couple of minutes late for Skarloey's train down the Skarloey Railway. Skarloey was surprised to see Emily looking awfully tired.

"Are you all right, Emily?" he asked.

"I'm... I'm all right," Emily yawned, "just a bad dream, that's all."

"A bad dream?" Skarloey was puzzled. Emily explained the nightmare she had the night before. Skarloey looked quite pale when Emily finished.

"I had a similiar dream to yours," he said honestly, "in mine, I could see Rheneas chained onto a flatbed. Clive was coupled up to it, laughing sadistically, and tormenting Rheneas to insanity. I tried to do something about it, but Clive, using mind control, drove me into the shed, and it fell on top of me!"

Emily's eyes widened with surprise, despite still being tired. "Did you tell the others?"

"I did," he said, "Rheneas believed me, having the same dream I did. Duke, Peter Sam, Rusty, and even Ivo Hugh understood, but Fred laughed and thought that me and Rheneas were crazy."

"What about Sir Handel and Duncan? They wouldn't believe you?"

"I'm sure they wouldn't, knowing them," agreed Skarloey, "Duncan is being overhauled, and Sir Handel is taking his place at the Talyllyn Railway in Wales."

Then Skarloey's guard blew his whistle and waved the green flag. Skarloey blew his whistle, and set off with Agnes, Ruth, Jemima, Lucy and Beatrice.

* * *

Emily's crew had phoned the Fat Controller about Emily's tiredness, and the Fat Controller agreed that Emily should have the rest of the day off while Molly did her work with Martha and Jennifer. They brought Emily to the Steamworks so she couldn't rest outside exposed to the elements. The manager of the Steamworks understood, and let Emily rest on a siding inside the Steamworks building.

David was in his dark gray undercoat, and awaiting his new coat of red paint. His siderods were taken off along with his tender axle boxes so his wheels could be painted.

Presently, four young workers named Maggie, Edna, Geoff and Carl walked up to David carrying pots of red paint. They were all in their early twenties.

"What are you doing here, Emily?" asked Edna.

"I'm just tired, that's all," said Emily, "it was a long way from here to Kirk Ronan, and the manager agreed to let me rest here for the day."

"Why were you tired, Emily?" David asked.

Emily didn't say a thing at first, for she had to think; how could she explain her nightmare to David and the young Steamworks crew?

"What's the worst nightmare one of you ever had?" asked Emily. The four young adults looked at each other.

"One of the worst nightmares I ever had," said Maggie, "my friends and family were in financial debt, and I had just lost my job. I couldn't do anything to prevent them being homeless! We ended up... having to live on the streets!"

"There's this one dream that I had," said Geoff, "I had been involved in an accident because of an arrogant visiting diesel's foolish behavior. I was rushed to the hospital, but the doctors told my father that my time was coming to an end, and my injuries were most severe, and that I would die."

"Don't worry, you two," Carl said kindly, "your dreams are not as bad as mine; my dad was with Henry taking the Flying Kipper, and it was a snowy evening. The points were set onto an explosive's train. Henry couldn't stop in time, and there was an explosion! Henry was badly wrecked, and my dad had been mangled horribly in the explosion! That was very scary."

"Mine was almost as bad as Carl's," said Edna, "I was with Edward, my uncles and parents at Wellsworth, when all of a sudden, some really dangerous criminals appeared from nowhere and attacks my parents! My uncles tried to defend them, but they were shot dead! I hid in Edward's cab for safety, but could do nothing as they beat my parents to death!"

"That was most awful!" exclaimed David.

"But I think mine was worst of all," said Emily, and before anyone could ask her, she told them everything she saw in her dream. The Steamworks were filled with silence, with only the sounds of machinery at work.

"You are right," said Maggie after a few moments of silence, "it really was the worst nightmare one could possibly have."

"There may be more besides," said Edna, but they said no more, and they began to apply David's new coat of paint, while Emily stared at her buffers in silence, thinking of what Clive could do to destroy the North Western Railway.

* * *

**I was listening to Rihanna's "Disturbia" when I wrote this, hence the chapter title. It seemed so fitting, yet I can't put my finger on it. I know there's not much action, besides the nightmare sequence, but trust me; there will be more in chapter three when it's written. Keep on watching! Or reading. Or both.**


	3. Chapter 3: Nightmares to Come

**All right, so here's part three to this story. I forgotten to mention that Panloco is a character by my good buddy NemesisHero123 on deviantART, from his story "Panloco's Shed". Give it a read, why don't you? I have, and it was great. But enough of that! It's time for this story, and here's a brief disclaimer:  
**

**The following chapter contains disturbing images and depictions of death. Viewer discretion is advised, and please keep an open mind near the end.  
**

**I don't know, but right now, it feels a bit like horror/fantasy rather than horror/supernatural, and I feel the story might get an M rating. I'll leave that up to you to decide. I really could do with the reviews, after all.  
**

* * *

**CHAPTER 3: NIGHTMARES TO COME**

About two weeks had gone by, and little more was said about Emily's nightmares. She went on with her work on the Kirk Ronan branchline, taking passengers from Kirk Ronan to Kellsthrope Road, and often to Crovan's Gate or Barrow-in-Furness. The month was now October, which meant Halloween was coming.

But even though Emily felt a little better telling Skarloey and the Steamworks crew, she still felt that Clive would extract the ultimate revenge on the North Western Railway's current fleet of locomotives, and that included her. All the same, Emily had one question on her mind; who was this Panloco Neil told her about in her nightmare?

"Driver," she asked, "do you anything about an engine named Panloco?"

Emily's driver was puzzled. "What on earth is Panloco?" she asked.

"I'm... not sure," Emily admitted, "Panloco must be an old engine or something..."

"I've read about the early days of the Sodor and Mainland Railway when I was younger," said Emily's fireman, "if I recall, Panloco was the first steam locomotive to work on Sodor, even before the box tanks. She was the twin engine to the London and North Western Railway's no. 3020 Cornwall, based on the original 1847 4-2-2 tank engine build."

"What did happen to her?" asked Emily, "The box tanks never mentioned anything of her to me."

"It's a mystery," said Emily's fireman, "people say she vanished into a siding near Kirk Ronan, the day after the box tanks arrived on the Sodor and Mainland Railway."

"Do you think she could be on one of those sidings?" asked Emily.

"Who knows, old girl?" said Emily's driver, "Who knows?"

* * *

A few days later, Bear had brought a stopping passenger train to Barrow-in-Furness. He noticed a dangerous goods train in a siding.

"What's this all about?" he asked. The stationmaster came to speak to him and his driver.

"This train is very dangerous," he said, "the diesel meant to pull it has suffered a hot axle box, so you'll have to bring it to Tidmouth. One wrong move could potentially spell disaster, so for goodness sake, take care!"

"We will, sir," said Bear, but he was worried. What if he gotten into a derailment? The train consisted of thirteen tankers and a brakevan, and in the tankers was about 220,000 imperial gallons of four-star petrol.

As Bear backed onto the train, he felt the wind blowing on his face.

"Did you feel that wind?" he asked his driver.

"What wind?"

"The wind I felt just now," said Bear.

"I didn't feel any wind," said Bear's driver.

"Ah, must be imagining things," said Bear. Then the guard's whistle blew, the green flag waved, and Bear rolled away. He didn't know that a ghostly box tank engine had emerged from behind the brakevan.

"_So that thing is taking a dangerous train, is he?_" said the box tank, "_I'll make them sorry they ever scrapped me, and have revenge!_"

* * *

Bear had an easy run as he rolled over the Walney Channel before reaching Vicarstown. As he neared Henry's tunnel, he heard a whistle from behind him.

"That's funny," said Bear, "Gordon isn't due with his train for another twenty minutes. I must be hearing things."

Bear rumbled into the tunnel, thinking nothing could go wrong, but something did! A defective axle bearing derailed the fourth tanker, knocking those behind it off the tracks, along with the brakevan. The guard was quite surprised.

"What's this?" he asked, "Some sort of joke?"

Bear and the first three tankers made it to the other end of the tunnel safely, when disaster spelled! One of the tankers fell on its side, and petrol began to leak. Vapor in the air was ignited by a hot axle box, and suddenly, the fires began to burn!

Bear's driver suddenly smelled smoke, and he began to slow Bear down.

"What's up, driver?" asked Bear.

"We've only three tankers!" cried the driver, "And there appears to be a fire!"

"A fire?!" gasped Bear, "What about the guard?!"

"I can't go in to save him if he's in the tunnel," said Bear's driver, "we must get to Crovan's Gate and phone for the fire brigade!"

Unknown to Bear and his driver, the guard was safe and sound, and was running back to Vicarstown to phone for help.

* * *

Meanwhile, Bear and his remaining tankers arrived safely at Crovan's Gate, where the stationmaster met them.

"The stationmaster at Vicarstown has phoned the fire brigade," he said, "all trains have been halted on the mainline so Flynn should have a clear path to Henry's tunnel along with the other fire trucks."

"So our guard is all right," said Bear's driver, "what a relief, right, Bear?"

"Not if there's a fire in the tunnel," groaned Bear. Then the wail of a siren sounded as Flynn the road-rail fire truck raced into view.

"Stand by!" called Flynn, "We're coming to stop that fire!" Behind Flynn, Henry was pulling Rocky and a workman's coach. He blasted his whistle to warn others he was coming.

* * *

At Henry's tunnel, the fire was getting intense. Fire brigades from Ballahoo and Vicarstown were doing what they could when Flynn and Henry arrived, stopping before the tunnel mouth.

"That fire does look intense," gasped Henry.

"Not to fear, Henry," said Flynn, "we'll make sure that the fire is put out."

The firefighters were wearing gas masks to protect their lungs from the smoke, and so they could fight the fire from inside the tunnel. Some firefighters lowered hoselines down a ventilation shaft in the tunnel to provide water.

Worse was to come; the pressure in one of the heated tankers rose high enough to release its pressure relief valves. The vapor vented out of the tanker burst into flames, blowing fire onto the tunnel wall, which deflected flames both ways along the tunnel.

"Woah!" cried one of the firefighters.

"_What is it, man?_" the fire chief called from the radio.

"There's been a burst of flames, sir," gasped the firefighter, "one of the tankers must have burst!"

Then bricks began to flake and melt in the burning flames.

"There's brick dust flying, sir!" cried the firefighter, "It's getting too dangerous to be in here!"

"_Get out as soon as you can!_" said the fire chief, "_We can't lose some of our best firefighters!_"

"Ten-four!" said the firefighter, and called to the others, "We should evacuate now! There could be disaster spelling!"

The firefighters evacuated the tunnel on both sides as fast as they could. They escaped just in time. A loud explosion rocked within Henry's tunnel.

"Woah!" gasped Henry, "What a bang that was!"

"In all my years, I've never known a fire that intense," gasped Flynn. It took a very long time to stop the fire, and the firefighters were getting restless.

The Fat Controller decided to cancel all goods trains to the other railway until the fires died down, and that all passengers trains would stop Crovan's Gate, and passengers brought by road to Vicarstown. The change of schedule and the petrol fires were causing confusion and delay for the North Western Railway.

Finally, after two intense days, the fire was out, but the damage was done. Two of the tankers had melted at over 2000 degrees Fahrenheit, having discharged their remaining loads as floods earlier in the fire. Some of the vegetation had been burnt to a crisp, and the firefighters used foam into the ventilation shafts far away from the fire.

The fire chief praised his men and women for their brave actions, and they had to remain at the site for the time being. Emergency camps were set up, and Flynn was put onto a siding out of the way. The Fat Controller was relieved, and announced repairs will take place in Henry's tunnel, with Henry, Donald and Douglas being involved in replacing the damaged track, and the destroyed tankers and brakevan to be scrapped.

What was most surprising was how minimal the damage was, despite that the tracks, electrical services and signalling needed to be replaced, and what was most shocking was how the brick lining stood up against the fire.

* * *

Two days after the fire, the Fat Controller was pacing the station platform at Tidmouth looking concerned. James was taking his stopping passenger to Crovan's Gate, and asked the Fat Controller was the problem was.

"Well, James," said the Fat Controller, "because of this delay, I have to borrow a few engines for the time being. It won't be forever, and Henry's tunnel will be back in service in due time."

"Yes, sir," said James, "will you be all right?"

"I hope so," said the Fat Controller, "I need to be in the office for right now, and can't be disturbed."

"I understand, sir," said James. He was glad Bear was all right, but was worried that someone else could be involved in an accident.

_How on earth would the tankers derail and burn like that?_ James thought to himself, _It couldn't be human error, could it?_

The guard blew his whistle and waved his green flag, meaning James had to set off with a lot on his mind.

* * *

Gordon's hill is between Wellsworth and Maron, and is named so after Gordon gotten stuck on the hill many years ago in 1922. James had just departed Wellsworth, and climbing up Gordon's hill. He was pulling six coaches behind him, manageable even for a tank engine or small diesel shunter.

Then James heard a whistle in the distance.

"Who's that, driver?" asked James. His driver looked around, but couldn't see any other engines.

"Ain't it funny?" said James' driver, "A whistle's sounded, but no train is approaching us."

"That is most odd," agreed the fireman, "we're nearly at the top, and let's hope we don't have an incident today."

But they were going to be proven wrong. As James coasted down the hill, his driver began to apply the brakes and slow James down, but found he couldn't.

"What's happening?" asked the driver, "They were working fine when we stopped at Wellsworth!"

"The Steamworks might have to check on them," said the fireman, but they wouldn't get that far.

"What's going on?!" gasped James, "I can't slow down! Help! Help!"

The coaches held back as much as they could, but the coupling between James' tender and the coaches snapped, leaving the coaches to roll freely behind James. The guard did what he could to stop the coaches, but the coaches' brakes weren't working properly.

"Oh bother!" groaned James, feeling the coaches' buffers against his, "Now what?"

All of a sudden, the coaches derailed behind James just before Maron station, and they suddenly caught fire as they telescoped into one another! The fire was caused because the electrical equipment had failed, and the fire was fed by the passengers' baggage of clothes, books, and other flammable materials.

Surprisingly, James came to a safe stop at the platform. His crew looked back in horror.

"Oh, sweet mother of Gresley!" gasped the driver, "What a disaster!"

"We better call for help!" said the driver, "Oh, Sir Topham Hatt is not going to be pleased..."

They told the stationmaster about the wreck, who then called the fire brigade and then told the Fat Controller.

"A wreck outside of Maron?!" exclaimed the Fat Controller, "Good gravy! That's two disasters within a week! ... Don't know how the coaches got derailed? ... The shunter made sure the chains were in useable condition, and all the brakes on the coaches were checked beforehand. ... I see. ... Thank you for telling me about this, sir. Good day."

The Fat Controller hung up, and he shook his head in disbelief.

"How are these accidents suddenly occurring on the North Western Railway?!" he told himself, "Unless it is coincidence, I think someone is trying to give my railway a bad name..."

* * *

At Maron, James was brought onto a siding out of the way. The poor red engine was traumatized about the accident. At least 100 corpses of the passengers were recovered and identified, another 31 could not be identified.

James stood on that siding, shaking and whimpering, and looking down at his buffers. Unknown to him, in the distance, a ghostly box tank appeared in front of James, facing him. The ghost chuckled quietly and darkly to himself, before it vanished again.

All the while, James was left wondering what his future would bring to him...

* * *

**The fire in Henry's tunnel is based upon the Summit Tunnel fire on December 20, 1984, with similiar results. James' incident with his stopping passenger is based on the Saint-Michel-de-Maurienne derailment in France on December 12, 1917 during World War I, and is considered France's most deadly railway accident of all time.**

**If you survived this far, I commend you. My Ivo Hugh saga is being worked on, but I need to figure out how stories 2 and 4 will go, and I could need a few ideas for story 3. "Haunted Henry" has been written, and soon will "Duncan Gets Spooked", so you DO NOT need to review me to upload them sooner! They'll be uploaded around Halloween, sometime between the 27th and 31st. Afterward, I will finish Adventurous Little Engines, as well as work on Unusual Engines and New Diesel Engines, along with several other rewrites you will see in my Remakes and Stories collection.  
**

**Keep on reading and watching!  
**


	4. Chapter 4: The Legendary Panloco

**I hope you've all recovered from that last chapter. Now, I'm still trying to figure out how Ivo Hugh and the Old Coaches will turn out, but I will have it up before Halloween, believe me. I'm having a bit of help from James789 (jamesfan on SiF) in writing. Then I can do Ivo Hugh's Discovery and The Odyssey of Number 7, and then upload Haunted Henry, already written.  
**

**On the chapter itself, it's a little bit more lighter compared to the previous, but still has drama and a bit of horror in it. What's gonna happen? Read to find out...  
**

* * *

**CHAPTER 4: THE LEGENDARY PANLOCO**

It had been a horrifying week for the North Western Railway. The Fat Controller was forced to cancel all trains for the rest of the day and tomorrow because of the accident. James was brought back to Tidmouth by Belle, shunted into a siding out of the way.

"I know it was hard for you to bear, James," the Fat Controller said kindly, "I think you deserve some time off. The engines will try their best to do your work as well as theirs unless the other railway can spare an engine."

"Yes, sir" was all James could say.

The North Western Railway had been given a bad reputation because of the accident near Maron. The public was outraged, and blamed James for being the cause of the passengers' deaths, claiming his red coat of paint meant he was a "death engine", the color of blood.

The Fat Controller was given many angry letters demanding James be withdrawn for good so he wouldn't "kill anymore people." The Fat Controller was stuck; he didn't want to withdraw James from service, even if the public demanded him to. James had been on the railway for many years since 1923, and was a valuable asset to the North Western Railway.

Eventually, he had no choice. He sent for Christopher to take James to the Steamworks out of public view. The Fat Controller spoke to James' driver and fireman.

"You're relieved from your duties until all this has died down," he said, "I'm not firing you, it's only for the best."

"We understand, sir," the two men said gravely. The engines felt bad for James. Even if he could be boastful, they still loved him all the same. They felt it wasn't right that the public should treat him this way, even if the accident hadn't been his fault.

"It's a tough time for us all," the Fat Controller told the engines, "we must do our best to keep things running without James. Don't worry; I have no plans to scrap him, nor will I ever. He will be back in service soon."

The engines were grateful that James wasn't going to be scrapped, but were still upset.

* * *

For the next week, the atmosphere across Sodor was poisonous. The engines did their work, but were all miserable after what happened to James. Salty couldn't tell stories to cheer them up, and even the trucks were well-behaved. Emily felt worse than ever, and believed that Clive was the cause of all this madness. Unknown to everybody, even Emily, all this was true.

"_Now the railway's gloomy all thanks to me._" Clive's ghost was outside Crovan's Gate, pleased with what he done. "_Now that red engine is out of service, the railway will collapse and revenge is mine!_" He disappeared out of sight.

At the Steamworks that evening, James sat on a siding by himself, away from the other engines. He only had Victor, Den, Dart, Christopher and the workmen for company, but poor James wanted to be alone, even if he wanted to speak with someone. James didn't speak to anybody after the accident, and hadn't done for several days.

_Will I ever be useful again?_ he thought miserably, _I didn't know how it could have happened... _James cried again, his tears leaking from his eyes, down his face and onto his running plate.

Then a Great Northern whistle sounded. Emily puffed into the Steamworks to see James. She felt sorry for him, and wanted to make him feel better.

"Hello, Jams," Emily said kindly, "how are you feeling?"

"I feel terrible," James moaned, his first words in a while.

"You didn't know this would happen," said Emily reassuringly, "I believe someone is trying to give the railway a bad name."

"But who?" James asked, "The police are investigating the accident, and the coaches have been put onto a siding, awaiting scrap or repairs." He looked over to a siding far from where he stood. There were the same coaches he took on the day of the fateful accident, all were badly damaged or beyond repair.

"I can see that," said Emily.

"I'm a menace," James moped, "it's best I be scrapped."

"Don't think this way!" Emily gasped in shock, "When the chain broke, what did you do?"

"I tried to apply my brakes," replied James.

"Right," said Emily, "you did your best to what you could to prevent the accident, as did the coaches."

"But those poor people died!" exclaimed James, "If only... only..."

"If only what?"

James couldn't answer, and he looked at his buffers. Emily thought back to when she told him about Clive's ghost.

"Do you remember me telling you about Clive's ghost?" she asked.

"I do," said James.

"I feel the story could be coming true," said Emily.

"It is?"

"Maybe," said Emily, and he told James about her nightmare from a few weeks before.

"That's horrible," cried James, "and that could explain the fire in Henry's tunnel! And who is Panloco?"

"Apparently the first steam engine on Sodor," said Emily, "even before..." She said no more. James knew who Emily meant.

"What can she do?" James asked.

"I don't know," said Emily, "but I might find out in my dreams. I'll see you every day if I can," she said as she departed, and whistled goodbye. James said goodbye in return, but still didn't smile. He wondered if Emily was right, or if the accident had another factor relating to it.

* * *

That night, Emily had another dream...

_Emily was puffing along the mainline in despair. Everything around her was dark; the trees were dead, the grass looked more brown than green, and the sky was dark. She couldn't see any people for miles, let alone civilization._

_"This can't be happening!" gasped Emily._

_"But it can, my dear, Emily," a voice replied. Emily came to a sudden stop. Clive rolled up to her, an evil grin on his face again._

_"Why? Why are you doing this?" cried Emily._

_"My revenge is nearly complete!" said Clive, "And soon, you will join your friends in the scrap heap!"_

_"You can't do this!" wailed Emily, "You've destroyed innocent engines without reason!"_

_"They replaced me!" growled Clive, puffing closer towards Emily, intent on destroying her._

_Emily shut her eyes, screaming. "NO! SOMEONE HELP ME!"_

_"No one will save you now!" Clive laughed maniacally, but before his buffers could touch Emily's..._

_"You shall not harm her!"_

_Clive stopped and Emily opened an eye cautiously. Next to them was a white tank engine with a wheel arrangement very much like Emily's. She had white paint, black wheels, and golden buffers. What was surprising was her lack of a boiler, yet had a firebox._

_"You will not harm Emily!" the engine said crossly. Emily was surprised; how did this mysterious engine know her name, let alone the situation?_

_Clive gave a snarl like a lion growling in anger, and puffed crossly away._

_"Are... are you... Pa... Panloco?" Emily managed to ask._

_"Pangilica Locomoni, that's my full name," said Panloco, "but I prefer Panloco for short."_

_"I-I see," Emily stuttered, "but h-how do you know my name?"_

_"I know everything," said Panloco, "I know your friend James the red engine is in trouble with the public, is he not?"_

_"That's right," said Emily, "his train crashed outside of Maron."_

_"That was an evil deed of Clive," explained Panloco, "he also did it to Bear's train at Henry's tunnel and caused the fire. I can see the future; your railway, the North Western, will eventually close down due to bad publicity and bankruptcy."_

_"How do I stop him?" asked Emily, "I'm only an engine and can't do things a human could."_

_"You'll have to find me," said Panloco, "I'm in an abandoned siding near Kirk Ronan, and it's been unused for over 150 years."_

_"That is a long time," exclaimed Emily, "I'll find you depending on the condition of the track, right?"_

_"That's true," smiled Panloco. Around them, the trees were blossoming once again, the grass was reborn, and the sun began to shine._

_"What's happening?" gasped Emily._

_"It's morning," said Panloco, "you're waking up! I must go now, but you will find me!"_

_"Wait...!" cried Emily, and everything went white._

* * *

Emily yawned as she awoke at Kirk Ronan sheds. She looked around her. The date was October 29, 2010.

"Was my dream telling the future?" she asked herself.

"What was that, Emily?" Arthur asked. He had just woken up himself.

"Erm, nothing," said Emily hastily, "I was just... muttering to myself."

"All right, then," said Arthur, "are you sure, Emily."

"Yes I am," insisted Emily. Arthur decided not to push the subject any further.

* * *

For the day, Emily and Arthur would be switching duties. Arthur would take Martha and Jennifer between Kirk Ronan and Barrow-in-Furness, and Emily would do shunting around Kirk Ronan.

Emily didn't mind the change for the day; she figured that when she was done, she could find the siding where Panloco sat. Emily also worried that tomorrow, on October 30, 2010, would be the centenary of Clive's accident, and she felt that Clive would extract his ultimate revenge on Sodor.

"It could come true," Emily told herself, "but I want to save Sodor from certain doom!"

She arranged the trucks into place, and she had completed her shunting jobs early. Emily felt she could use this spare time to her advantage.

"Can we explore the sidings, driver?" Emily asked as she was having a drink from the water tower.

"What for?" asked the driver.

"I want to look for an abandoned siding," said Emily, "they say something rests on that siding."

"Are you sure we should do that?" asked the fireman.

"We've plenty of time before our next job," said Emily, "we'll be fine."

"If you say so," sighed Emily's driver, "your tank's nearly full, anyway."

* * *

Soon Emily and her crew checked empty sidings to see if they were abandoned. Emily's driver and fireman checked each one thoroughly for any rust. Soon they came across a siding with rails beyond a set of buffers.

"That must be an abandoned siding," said Emily, "that something must be there."

"We should get some workmen to take them down," said Emily's driver, but she accident sent Emily forward, and Emily smashed into the buffers, but she stayed on the rails.

"Or smash them ourselves," said the fireman.

"That saved us a bit of time," said Emily's driver, and Emily puffed onto the track beyond the siding, slowly and carefully to make sure she didn't come off the tracks.

"I hope there's a good reason for coming down this line," said Emily's driver, "what would the Fat Controller say if we were shirking our duties?"

"There's a shed!" said the fireman, "And the doors are closed, and the tracks lead to it..."

"That means Panloco must be here!" Emily said, smiling. Her driver and fireman were puzzled, and Emily explained her dream from the night before.

"She said that I would find her," Emily said, "and I did! But I wonder if she knows me?"

Emily stopped before the shed doors. Her driver came out of the cab, and she opened the doors, to reveal...

"Panloco..." Emily gasped in awe. She was seeing the very engine from her dream in real life...

* * *

**And I'll leave it at that. Expect chapter five (and probably six) quite soon.**


	5. Chapter 5: Ghosts and Guardians

**I'm quite surprised that I managed to this this chapter quite quickly. I know it's shorter than the other four, but I was kinda running out of ideas for this chapter, so you'll have to deal with it, I'm afraid. This chapter does show elements to my Duncan Gets Spooked and Rusty and the Boulder rewrites, as well as the whole of Adventurous Little Engines, which I have not written down yet. I mean, the stories are in my head, but I don't have them written.  
**

**It gets a bit interesting here; read for yourself, my friends.  
**

* * *

**CHAPTER 5: GHOSTS AND GUARDIANS**

Around that time, on the Skarloey Railway, Skarloey was working at the Balladwail Quarry with Bertram and Monique. Bertram was originally number four and had arrived on the railway in 1887. He worked hard until an avalanche at Balladwail Quarry in 1947 meant he couldn't be rescued, let alone restored. After fifty years, he was rediscovered by Ivo Hugh, and is now the railway's number ten.

Monique originally worked on the Mid-Sodor Railway as a mine engine, back when Peter Sam and Sir Handel were called Stuart and Falcon, respectively. She was found in a mineshaft near Arlesdale by Frank the little diesel in 1999, and was now working once again as the Skarloey Railway's number twelve. Monique was of French origin, hence her accent and name.

As Skarloey arranged trucks into place, he was looking worried about something. Monique was quick to notice, and she wanted to know why.

"Skarloey?" she asked sweetly, "Iz zere a problem?"

Skarloey sighed and decided to tell Monique.

"I've been thinking about an incident that happened just a century ago," he said.

"What iz zis incident you're thinking of?" asked Monique.

"In 1910," said Skarloey, "the original number one of the Sodor and Mainland Railway, Clive, chased Neil and Emily to Ballahoo, where he got blown up. That's what they told me."

Monique was surprised. "Did zat really happen?"

"It did," agreed Bertram, "I was still in service at the time. Clive must have been really determined to be in service."

"There's another that's also affected us," added Skarloey, "remember Proteus' accident?"

"I do indeed," said Bertram, "it happened on the day of the Stock Market Crash in 1929, in Wall Street America. It was exactly eighty-one years ago. An engine that was on trial for the North Western Railway fell off the bridge before Crovan's Gate, and Proteus was smashed to bits by the other engine. Both were horribly damaged when they were recovered, Proteus more so. Proteus' parts were sent to the Mid-Sodor Railway for Sir Handel, back then called Falcon. What happened to the other engine was unknown."

"_Oh mon Dieu..._" Monique couldn't think of anything else to say.

* * *

More than two centuries ago, long before the Sodor and Mainland Railway, in 1806, a plateway railway utilizing the force of gravity once ran from Ward Fell to Balladwail, and was most notable for being the first railway on Sodor. The plateway closed down in 1810 and was torn up.

On the original railway, there was also a route leading to the slate quarry, still used by the Skarloey Railway today. There is a junction at Cros-ny-Cuirn that can go to either the slate quarry or Glennock.

Skarloey was puffing to the slate quarry with his trucks in tow. He felt a ghostly presence around him and a whistle sounded.

"What was that?" asked the driver, bringing his engine to a stop.

"I think I know who," said Skarloey. Approaching him was a ghostly shape of a blue saddle tank engine, quite similiar to Sir Handel. However, it didn't have buffers or coal bunkers, and the left side of his cab was enclosed, similiar to when Sir Handel was called Falcon on the Mid-Sodor Railway.

"Proteus?" asked Skarloey, "What are you doing here?"

"_I'm here to warn you,_" said the ghostly Proteus, "_Clive's ghost is out for revenge tomorrow. He'll be after you, Rheneas, and Emily._"

"But what about Neil?" asked Skarloey, "He's at the Locomotive Museum in Vicarstown, isn't he?"

"_Clive might be after him as well,_" said Proteus' ghost, "_take care, old friend!_"

"I will," said Skarloey, and watched as his friend disappeared. He told his crew everything, and they carried on to the slate quarry.

* * *

After his work at the slate quarry was done, Skarloey puffed home to Crovan's Gate, along the route from the quarry to Cros-ny-Cuirn. His mind was on Proteus' warning about Clive, and although he was an old, wise engine, he couldn't help thinking about it.

Rheneas, Peter Sam, Rusty, Ivo Hugh, Duke, Fred, and Mighty Mac were already at the sheds when Skarloey pulled in. He stopped between Rheneas and Peter Sam.

"Skarloey, you look worried," said Duke with concern, "is something the matter?"

"There is," said Skarloey without hesitation, "I've had an encounter with Proteus' ghost..."

"Not that story again," grumbled Fred, "Duncan would not stop complaining about it if he wasn't being overhauled!"

"That's enough from you," said Rheneas firmly, "please continue."

"Thank you. Proteus told me that something could happen to me and Rheneas."

"What sort of something?" asked Peter Sam anxiously.

"The ghost of Clive could extract revenge on me, Rheneas and Emily!" said Skarloey. The others gasped in shock. Rheneas wasn't as shocked as the others were, but he too was horrified.

"I remember the day of the accident as well," he told the others, "and tomorrow will be the centenary of the accident."

"And right you are!" said a voice. The little engines jumped. Emily had arrived at Crovan's Gate, and she was towing Panloco behind her.

"Who on earth is that?" gasped Rusty.

"This is Panloco," said Emily, "I found her on an abandoned siding outside Kirk Ronan."

"At least Sir Handel isn't here," muttered Ivo Hugh, "who knows what he would say..."

"I've foreseen the future," said Panloco, "the North Western Railway could close down if the Sodor and Mainland's number one Clive keeps causing trouble to destroy it and its engines, including Emily."

"Pardon me for asking, but are you a magic engine?" Ivo Hugh asked.

"Does it even exist?" Fred laughed.

"Not exactly, Ivo Hugh," said Panloco, "I'm more like the guardian of all Sudrian railways. I know all names of the Sudrian engines, if you're asking how I know."

The little engines were amazed.

"Panloco holds the key to saving the North Western Railway," said Emily, "and she knows that Clive caused the fire at Henry's tunnel and the crash outside Maron. She knows Clive put the blame all on James to give our railway a bad name."

"That damned Clive!" said Rheneas crossly, "If he had accepted he would be scrapped, then the North Western Railway would be running effectively without delay!"

"And if he isn't stopped," said Skarloey, "then Sodor will be under eternal darkness, and children would never be able to see us."

"Think of it as hell on earth," agreed Panloco.

* * *

James will still moping at the Steamworks, which was very quiet. A few workmen were there for the night shift, and Victor, Den, Dart and Christopher slept outside in their own shed along with Kevin. James had been thinking of what Emily said to him all day, and felt bad for believing the story was fake.

"I just wonder if she'll forgive me for thinking that story was just that," he told himself. Just after he said that, Emily chuffed into the Steamworks with Panloco. James looked at the old tank engine in shock.

"What on earth is that?!" he exclaimed.

"I am Panloco, guardian of Sudrian railways," Panloco said proudly.

"She knows everybody's name," added Emily, "and knows of the truth behind that mishap."

"Sh-she does?" asked James.

"I do," said Panloco, "your brakes could not apply at first because Clive damaged them with dark magic to make it seem you were out of control, the same with the coaches' brakes. He also caused the coupling between you and the coaches to rust and snap, making it appear that the coaches were a runaway. Clive is also attempting to destroy the North Western Railway, but he wants to get Emily, Skarloey and Rheneas."

James couldn't think of anything to say, but he managed to say, "Did he also cause that fire in Henry's tunnel?"

"He did indeed," said Panloco.

James was no longer feeling sorry for himself; now he was surprised that he knew the truth, and was also angry that Clive caused the "accident" to get him in trouble with the public.

"Why that Clive!" he sneered, "It's disgusting that he did it to me when I had nothing to do with replacing out-dated engines! Ah, no offense, of course, Emily and Panloco..."

"None taken," said Emily, "but still, we can't let him destroy the North Western Railway."

"But how?" asked James, "He's a spirit, and we're working engines."

"Tomorrow on October 30," said Panloco, "Clive will extract his ultimate revenge on Sodor, and have it conquered at midnight on October 31, leaving Sodor to eternal darkness, and possibly the world. But I have the key to stop him..."

* * *

Unknown to Panloco, Emily and James, outside the Steamworks, Clive had emerged in his normal non-ghostly form.

"So the lost engine Panloco thinks she can stop me, does she?" he said to himself, "Well then, prepare yourself to lose, because Emily, Skarloey and Rheneas shall be mine to destroy! Tomorrow, a century after my death, this... will be the beginning of the end!"

His laughter echoed across the yards of Crovan's Gate, waking up inhabitants, and it awoke the engines at the Steamworks sheds.

"What was that about?" asked Victor.

"I have no idea," said Den.

"What he means is that he doesn't know who's laughing," said Dart.

"Might be someone practicing for Halloween," suggested Christopher.

"I think Clive's heard us," gasped Panloco, "but we can't let him take over Sodor."

"Understood," said James and Emily together. Together, the three engines had no idea what tomorrow would bring them...

* * *

**Dun dun dun!**

**Admit it; you know you love cliff-hangers. The next part might be on hold for a little while, cause it's a Sunday (at the time of writing) and it means school resumes. Hooray for me...**

**Hope you liked the chapter, even if it was a bit short. Expect more soon.  
**


End file.
